<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
CHECK THE APPROPRIATE BOX:
/ / PRELIMINARY PROXY STATEMENT / / CONFIDENTIAL, FOR USE OF THE
/X/ Definitive Proxy Statement COMMISSION ONLY
/ / DEFINITIVE ADDITIONAL MATERIALS (as permitted by Rule 14a-6(e)(2))
/ / SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
GS FINANCIAL CORP.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES: _______
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: __________
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION
COMPUTED PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE
AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT
WAS DETERMINED): ______________________________________________________
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION: ______________________
(5) TOTAL FEE PAID: _______________________________________________________
/ / FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT
RULE 0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE
WAS PAID PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID: _______________________________________________
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.: _________________________
(3) FILING PARTY: _________________________________________________________
(4) DATE FILED: ___________________________________________________________
<PAGE>
GS FINANCIAL CORP.
3798 VETERANS MEMORIAL BOULEVARD
METAIRIE, LOUISIANA 70002
(504) 457-6220
March 23, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of GS Financial Corp. The meeting will be held at 3798 Veterans Memorial
Boulevard, Metairie, Louisiana on Tuesday, April 27, 1999 at 10:00 a.m., Central
Time. The matters to be considered by stockholders at the Annual Meeting are
described in the accompanying materials.
It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the meeting
in person. We urge you to mark, sign, and date your proxy card today and return
it in the envelope provided, even if you plan to attend the Annual Meeting. This
will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend.
On behalf of the Board of Directors and all of the employees of GS
Financial Corp., I thank you for your continued interest and support.
Sincerely,
/s/ Donald C. Scott
Donald C. Scott
President and Chief Executive Officer
<PAGE>
GS FINANCIAL CORP.
3798 VETERANS MEMORIAL BOULEVARD
METAIRIE, LOUISIANA 70002
(504) 457-6220
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 1999
----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of GS Financial Corp. (the "Company") will be held at the main office
of the Company located at 3798 Veterans Memorial Boulevard, Metairie, Louisiana
on Tuesday, April 27, 1999 at 10:00 a.m., Central Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect three directors for a three-year term expiring in
2002, and until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of
LaPorte, Sehrt, Romig & Hand as the Company's independent
auditors for the fiscal year ending December 31, 1999; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
The Board of Directors has fixed March 15, 1999 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lettie R. Moll
Lettie R. Moll
Vice President and Secretary
Metairie, Louisiana
March 23, 1999
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
<PAGE>
GS FINANCIAL CORP.
----------
PROXY STATEMENT
----------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1999
This Proxy Statement is furnished to holders of common stock, $0.01 par
value per share ("Common Stock"), of GS Financial Corp. (the "Company"), the
parent holding company of Guaranty Savings and Homestead Association (the
"Association"). Proxies are being solicited on behalf of the Board of Directors
of the Company to be used at the Annual Meeting of Stockholders ("Annual
Meeting") to be held at the main office of the Company located at 3798 Veterans
Memorial Boulevard, Metairie, Louisiana on Tuesday, April 27, 1999 at 10:00
a.m., Central Time, and at any adjournment thereof for the purposes set forth in
the Notice of Annual Meeting of Stockholders. This Proxy Statement is first
being mailed to stockholders on or about March 23, 1999.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted FOR the matters described below and upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(Lettie R. Moll, Corporate Secretary, GS Financial Corp., 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002); (ii) submitting a duly-executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on March 15, 1999
("Voting Record Date") are entitled to notice of and to vote at the Annual
Meeting and at any adjournment thereof. On the Voting Record Date, there were
3,438,500 shares of Common Stock issued and outstanding and the Company had no
other class of equity securities outstanding. Each share of Common Stock is
entitled to one vote at the Annual Meeting on all matters properly presented at
the meeting. Directors are elected by a plurality of the votes cast with a
quorum present. The three persons who receive the greatest number of votes of
the holders of Common Stock represented in person or by proxy at the Annual
Meeting will be elected directors of the Company. The affirmative vote of a
majority of the total votes present in person and by proxy is required to ratify
the appointment of the independent auditors. Abstentions are considered in
determining the presence of a quorum and will not affect the plurality vote
required for the election of directors. Because of the vote required to ratify
the appointment of independent auditors, however, abstentions will have the
effect of a vote against the proposal. Under rules of the New York Stock
Exchange, the proposals for consideration at the Annual Meeting are considered
"discretionary" items upon which brokerage firms may vote in their discretion on
behalf of their clients if such clients have not furnished voting instructions.
Thus, there are no proposals to be considered at the Annual Meeting which are
considered "non-discretionary" and for which there will be "broker non-votes."
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes as nearly equal in number as the
then total number of directors constituting the Board of Directors permits. The
directors shall be elected by the stockholders of the Company for staggered
terms, or until their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to
elect one class of directors, consisting of three directors, for a three-year
term expiring in 2002, and until their successors are elected and qualified.
No director is related to any other director or executive officer by
first cousin or closer, except that Donald C. Scott and Bruce A. Scott are
brothers and Bruce A. Scott and Stephen L. Cory are brothers-in-law. Each
nominee currently serves as a director of the Company and of the Association.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director of the Company during the last five years, including tenure as a
director. All of the below-listed directors also serve as directors of the
Association.
NOMINEES FOR DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- ------------------------------- ---------- ----------------------------------------------------- -----------
<S> <C> <C> <C>
Kenneth B. Caldcleugh 49 Mr. Caldcleugh is the President and Owner of The 1996
Cellars of River Ridge, a fine wine and spirit retail
outlet in Louisiana. Prior thereto, Mr. Caldcleugh was
the Vice President and Regional Manager of Glazer
Companies of Louisiana (formerly Glazer Wholesale
Spirit & Wine Distributors), from 1973 to 1996.
Bradford A. Glazer 43 Mr. Glazer is Senior Vice President of Espy & Straus, 1991
Inc., Cincinnati, Ohio, a real estate brokerage,
development and management firm. Prior thereto, Mr.
Glazer was the Chairman of Glazer Steel Corporation,
a metal service center in New Orleans, Louisiana and
Knoxville, Tennessee.
Bruce A. Scott 46 Mr. Scott is an attorney and has served as Executive 1982
Vice President of the Company since February 1997
and Executive Vice President of the Association since
1985. Mr. Scott also serves as legal counsel and
Personnel Manager of the Association, and performs
certain legal services for the Association and its
borrowers in connection with real estate loan closings
and receives fees from the borrowers in connection
therewith.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
(FOOTNOTES ON THE FOLLOWING PAGE)
- 2 -
<PAGE>
DIRECTORS WHOSE TERMS ARE CONTINUING
DIRECTORS WITH A TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- -------------------------- ---------- ----------------------------------------------------- ---------------
<S> <C> <C> <C>
Stephen L. Cory 49 Mr. Cory is an insurance agent and President of the 1995
Cory, Tucker & Larrowe Agency in Metairie,
Louisiana.
J. Scott Key 46 Mr. Key is the President and Chief Operating Officer 1991
of Kencoil, Inc. (previously D&S Industries), an
electric motor coil manufacturer and its subsidiary
Scott Armature, a provider of sales and services of
electrical apparatus, in Belle Chasse, Louisiana.
Albert J. Zahn, Jr. 47 Mr. Zahn is a certified public accountant and partner 1992
in the firm of Zahn, Kenney & Bresette in Metairie,
Louisiana.
</TABLE>
DIRECTORS WITH A TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- -------------------------- ---------- ----------------------------------------------------- ---------------
<S> <C> <C> <C>
Victor Kirschman 75 Mr. Kirschman is the Chairman of M. Kirschman & 1977
Co., Inc., a retail furniture business with its main
office in New Orleans, Louisiana.
Mannie D. Paine, Jr. 82 Dr. Paine is a retired physician. Dr. Paine has 1976
provided consulting services to Blue Cross and Blue
Shield of Louisiana since 1985.
Donald C. Scott 47 Mr. Scott has served as President and Chief Executive 1982
Officer of the Company since
February 1997 and President of the
Association since March 1985; prior
thereto, he served in various
management and other positions at
the Association.
</TABLE>
- ---------------------
(1) As of March 15, 1999.
(2) Includes service as a director of the Association.
- 3 -
<PAGE>
SHAREHOLDER NOMINATIONS
Article 6, Section F ("Article 6.F.") of the Company's Articles of
Incorporation ("Articles") governs nominations of candidates for election as
director at any annual meeting of stockholders and provides that such
nominations, other than those made by the Board, may be made by any stockholder
entitled to vote at such annual meeting provided such nomination is made in
accordance with the procedures set forth in Article 6.F., which is summarized
below.
Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of Company Stock
which are Beneficially Owned (as defined in Article 9.A(e) of the Articles) by
such person on the date of such stockholder notice, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including, but not limited to, information required to be
disclosed by Items 4, 5, 6 and 7 of Schedule 14A (or any successors of such
items or schedules); and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Company's books, of such stockholder and
any other stockholders known by such stockholder to be supporting such nominees,
and (ii) the class and number of shares of Company Stock which are Beneficially
Owned by such stockholder on the date of such stockholder notice and, to the
extent known, by any other stockholders known by such stockholder to be
supporting such nominees on the date of such stockholder notice.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of Article 6.F. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a stockholder's notice does not satisfy the informational
requirements of Article 6.F. in any material respect, the Secretary of the
Company shall promptly notify such stockholder of the deficiency in the notice.
The stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five days from the date such deficiency notice is given to the
stockholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee reasonably determines that the additional
information provided by the stockholder, together with information previously
provided, does not satisfy the requirements of Article 6.F. in any material
respect, then the Board of Directors may reject such stockholder's nomination.
The Secretary of the Company shall notify a stockholder in writing whether his
nomination has been made in accordance with the time and informational
requirements of Article 6.F. Notwithstanding the foregoing procedures, if
neither the Board of Directors nor such committee makes a determination as to
the validity of any nominations by a stockholder, the presiding officer of the
annual meeting shall determine and declare at the annual meeting whether the
nomination was made in accordance with the terms of Article 6.F. If the
presiding officer determines that a nomination was made in accordance with the
terms of Article 6.F., he shall so declare at the annual meeting and ballots
shall be provided for use at the meeting with respect to such nominee. If the
presiding officer determines that a nomination was not made in accordance with
the terms of Article 6.F., he shall so declare at the annual meeting and the
defective nomination shall be disregarded.
COMMITTEES AND MEETINGS OF THE BOARD OF THE ASSOCIATION AND COMPANY; DIRECTOR
NOMINATIONS
The Board of Directors of the Company has not established any
committees of the Board to date other than a Compensation Committee. Nominations
for director of the Company are made by the full Board of Directors. During the
fiscal year ended December 31, 1998, the Board of Directors of the Company met
13 times. No director of the Company attended fewer than 75% of the total number
of Board meetings or committee meetings on which he served
- 4 -
<PAGE>
that were held during this period except for Mr. Kirschman who attended 7 of
the 13 Board meetings and Mr. Glazer who attended 8 of the 13 Board meetings.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consisted of Messrs. Caldcleugh, Glazer, Key, Kirschman and Dr. Paine and
since June 11, 1998 consists of Messrs. Caldcleugh, Cory, Key and Dr. Paine.
The Compensation Committee reviews the compensation of the Company's
executive officers. The Compensation Committee met 3 times during 1998. The
report of the Compensation Committee with respect to compensation for the
Chief Executive Officer and all other executive officers for fiscal 1998 is
set forth under "Executive Compensation - Report of the Compensation
Committee." No member of the Compensation Committee is a current or former
officer or employee of the Company or any of its subsidiaries or the
Association.
The Association has established committees which include members of
the Board and senior management and which meet as required. These committees
include Executive, Compensation, Real Estate, Nominating and Audit Committees.
EXECUTIVE COMMITTEE. The Executive Committee of the Association
consists of Messrs. Donald Scott, Key, Kirschman and Zahn. The Executive
Committee is authorized to act, in most instances, with the same authority as
the Board of Directors of the Association between meetings of the full Board.
The Executive Committee did not meet during 1998.
COMPENSATION COMMITTEE. The Compensation Committee of the
Association consisted of Messrs. Caldcleugh, Glazer, Key, Kirschman and Dr.
Paine and since June 11, 1998 consists of Messrs. Caldcleugh, Cory, Key and
Dr. Paine. The Compensation Committee reviews the compensation of the
executive officers of the Association. No member of the Compensation
Committee is a current or former officer or employee of the Company or any of
its subsidiaries or the Association. The Compensation Committee met 3 times
during 1998.
AUDIT COMMITTEE. The Audit Committee of the Association consists of
Messrs. Key, Weber, Zahn and Dr. Paine. The Audit Committee supervises the
Association's internal auditing functions and is responsible for reviewing
the performance and overseeing the engagement of the Association's
independent certified public accountants. The Audit Committee met once
during fiscal 1998.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal
occupations during the last five years for the two executive officers of the
Company and the Association who do not serve as directors.
<TABLE>
<CAPTION>
Name Age(1) Principal Occupation During the Past Five Years
- ---------------------- ---------- ---------------------------------------------------------------------------
<S> <C> <C>
Lettie R. Moll 45 Ms. Moll has served as Vice President and Secretary of the Company since
1997 and Vice President and Secretary of the Association since March 1987
and March 1982, respectively.
Ralph E. Weber 54 Mr. Weber has primary responsibility for the Association's data processing
requirements and has served as Vice President of the Company and the
Association since February 1997 and March 1987, respectively.
</TABLE>
- ------------------
(1) As of March 15, 1999.
- 5 -
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Exchange Act, who or which was known to the Company to be the beneficial owner
of more than 5% of the issued and outstanding Common Stock, (ii) the directors
of the Company, (iii) certain executive officers of the Company, and (iv) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned as of
March 19, 1999(1)
------------------------------------------------------
Name of Beneficial Owner Amount Percentage (12)
- ------------------------------------------------- ----------------------------- -----------------------
<S> <C> <C>
GS Financial Corp. 274,214(2) 9.3%
Employee Stock Ownership Plan
and Trust
3798 Veterans Memorial Boulevard
Metairie, Louisiana 70002
Brandes Investment Partners, L.P. 177,142(3) 6.0%
12750 High Bluff Drive
San Diego, California 92130
Kennedy Capital Management 223,700(4) 7.6%
10829 Olive Boulevard
St. Louis, Missouri 63141
Directors:
Kenneth B. Caldcleugh 8,636(5) *
Stephen L. Cory 10,536(5) *
Bradford A. Glazer 16,955(5)(7) *
J. Scott Key 28,536(5) *
Victor Kirschman 18,536(5) *
Mannie D. Paine, Jr., M.D. 16,036(5)(8) *
Bruce A. Scott 61,687(2)(6)(9) 1.8%
Donald C. Scott 59,691(6)(10) 1.7%
Albert J. Zahn, Jr. 38,636(5)(11) 1.1%
All directors and executive officers of the Company 266,767(2) 7.6%
and the Association as a group (11 persons)
</TABLE>
- -----------------
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(FOOTNOTES CONTINUE ON FOLLOWING PAGE)
- 6 -
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
- -----------------
(2) The GS Financial Corp. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the GS Financial Corp. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Ms.
Lettie R. Moll and Messrs. Ralph Weber and Bruce Scott who act as
trustees of the plan ("Trustees"). As of the Voting Record Date, 53,367
shares held in the Trust have been allocated to the accounts of
participating employees. The 220,847 unallocated shares held in the
Trust as of the Voting Record Date will be voted by the Trustees in
accordance with their fiduciary duties as Trustees. The amount of
Common Stock beneficially owned by directors who serve as Trustees of
the ESOP and by all directors and executive officers as a group does
not include the shares held by the Trust.
(3) Information obtained from Schedule 13G dated February 11, 1999, with
respect to shares of Common Stock owned by Brandes Investment Partners,
L.P., an investment advisor registered under the Investment Advisors
Act of 1940 ("Brandes"). Brandes reports shared voting power and shared
dispositive power with respect to 177,142 shares of Common Stock.
(4) Information obtained from Schedule 13G dated February 9, 1999, with
respect to shares of Common Stock owned by Kennedy Capital Management,
Inc., a Missouri corporation ("Kennedy"). Kennedy reports sole voting
power and sole dispositive power with respect to 223,700 shares of
Common Stock.
(5) Includes for each individual 2,947 shares of Common Stock subject to
stock options exercisable within 60 days of the Voting Record Date.
(6) Includes for each individual 17,192 shares of Common Stock subject to
stock options exercisable within 60 days of the Voting record Date.
(7) Includes 1,000 shares of Common Stock owned by Mr. Glazer's wife and
10,000 shares owned by Mr. Glazer's children.
(8) Includes 6,250 shares of Common Stock owned by Dr. Paine's wife.
(9) Includes 5,000 shares of Common Stock held in trusts for the benefit of
Bruce Scott's children, for which Mr. Scott is the trustee. Mr. Scott
disclaims beneficial ownership as to the shares held in such trusts.
Also includes 5,000 shares owned by Mr. Scott's wife. Also includes
6,057 shares of Common Stock allocated to Mr. Scott under the ESOP
which the Trustees will vote in accordance with Mr. Scott's
instructions. Does not include shares held by Mr. Donald C. Scott, Mr.
Bruce A. Scott's brother.
(10) Includes 4,000 shares of Common Stock held in trusts for the benefit of
Mr. Scott's children, for which Mr. Scott is the Trustee. Mr. Scott
disclaims beneficial ownership as to the shares held in such trusts.
Also includes 2,500 shares owned by Mr. Scott's wife. Also includes
6,461 shares of Common Stock allocated to Mr. Scott under the ESOP
which the Trustees will vote in accordance with Mr. Scott's
instructions. Does not include shares held by Mr. Bruce A. Scott, Mr.
Donald C. Scott's brother.
(11) Includes 10,100 shares of Common Stock owned by Mr. Zahn's wife.
(12) Each beneficial owner's percentage ownership is determined by assuming
that options held by such person (but not those held by any other
person) and that are exercisable within 60 days of the Voting Record
Date have been exercised.
- 7 -
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Company has not yet paid separate compensation to its directors and
officers. The following table sets forth a summary of certain information
concerning the compensation paid by the Association for services rendered in all
capacities during the year ended December 31, 1998, 1997 and 1996 to the
President and Chief Executive Officer and the Executive Vice President (the
"named executive officers"). No other executive officers of the Company or the
Association had total annual compensation in excess of $100,000 during fiscal
1998.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------------------- ----------------------
Name and Other Restricted All Other
Principal Position Year Salary Bonus Annual Stock Options Compensation (4)
Compensation (1) Awards
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald C. Scott 1998 $126,880 $21,062 $ - $ - $ - $50,612
President and Chief 1997 123,173 9,490 - 590,992(2) 85,962(3) 54,818
Executive Officer 1996 100,600 36,004 16,413 - - -
- --------------------------------------------------------------------------------------------------------------------------------
Bruce A. Scott 1998 $121,800 $20,219 $ - $ - $ - $49,593
Executive Vice President 1997 106,750 8,907 - 590,992(2) 85,962(3) 47,866
1996 91,900 32,857 14,971 - - -
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------
(1) Amounts reflect the Association's contribution to its defined
contributory pension plan on behalf of the employee. Annual
compensation does not include amounts attributable to other
miscellaneous benefits received by the executive officers. The
costs to the Association of providing such other miscellaneous
benefits during fiscal 1998 did not exceed the lesser of
$50,000 or 10% of the total salary and bonus paid to or accrued
for the benefit of such individual executive officer.
(2) Represents the grant of 34,385 shares of restricted Common
Stock to each of Messrs. Donald Scott and Bruce Scott pursuant
to the Company's Recognition Plan, which were deemed to have
the indicated value at the date of grant, October 15, 1997, and
which had a fair market value at December 31, 1998 of $447,005
and $447,005 for Messrs. Donald Scott and Bruce Scott,
respectively. The awards are earned at a rate of 10% per year
from the date of grant. Dividends paid on the restricted Common
Stock are held in the RRP Trust and paid to the recipient when
the restricted stock is earned.
(3) Consists of awards of stock options which are exercisable at the
rate of 20% per year from the date of grant.
(4) Consists of amounts allocated during the year ended as indicated
on behalf of each individual pursuant to the ESOP.
COMPENSATION OF DIRECTORS
Members of the Company's Board of Directors receive no compensation
for attending meetings of the Board. Members of the Board of Directors of the
Association are paid $700 for each Board meeting regardless of attendance and
$500 for each Audit Committee meeting attended, except for Mr. Weber who
receives no fee, and $200 for each Compensation Committee meeting attended.
Each non-employee director of the Company received 14,736
non-qualified stock options on October 15, 1997 with an exercise price of
$17.1875, pursuant to the Option Plan. Such options vest ratably over five
years. In addition, each non-employee director of the Company also received
5,894 shares of restricted Common Stock on October 15,
- 8 -
<PAGE>
1997 which will be earned ratably over ten years, pursuant to the Company's
Recognition Plan. Dividends paid on the restricted Common Stock are held in
the RRP Trust and paid to the recipient when the restricted stock is earned.
Future grants or awards under the Stock Option Plan or Recognition Plan are
at the discretion of the Company's Board or a Committee appointed by the
Board, consistent with the respective terms of such plans. The Company did
not make any grants pursuant to the Option Plan or the Recognition Plan to
the non-employee directors during 1998.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Association (collectively the "Employers") in
February 1997 entered into employment agreements with Messrs. Donald Scott
and Bruce Scott. The Employers agreed to employ Messrs. Donald Scott and
Bruce Scott each for a term of three years in their then current positions at
their then current base salaries. The agreements were amended on September
11, 1997, in part, to increase the base salaries of Messrs. Donald Scott and
Bruce Scott to $125,000 and $120,000, respectively. At least 30 days prior to
each annual anniversary date of each of the employment agreements, the Boards
of Directors of the Company and the Association shall determine whether or
not to extend the term of each agreement for an additional one year. Any
party may elect not to extend the agreements for an additional year by
providing written notice at least 30 days prior to any annual anniversary
date.
The agreements are terminable with or without cause by the Employers.
The officers shall have no right to compensation or other benefits pursuant
to the employment agreements for any period after voluntary termination or
termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that an officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreements or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the officer as a result of certain adverse actions which are
taken with respect to the officer's employment following a Change in Control
of the Company, as defined, Messrs. Donald Scott and Bruce Scott will each be
entitled to cash severance payments equal to three times his average annual
compensation over his most recent five taxable years. In addition, the
officer will be entitled to a continuation of benefits similar to those he is
receiving at the time of such termination for the period otherwise remaining
under the term of the agreement or until he obtains full-time employment with
another employer, whichever occurs first.
A Change in Control is generally defined in the employment agreement to
include any change in control required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more
of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any two-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
The employment agreements provide that in the event that any payments
to be paid thereunder are deemed to constitute a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), then such payments and benefits received thereunder shall be
reduced, in the manner determined by the employee, by the amount, if any,
which is the minimum necessary to result in no portion of the payments and
benefits being non-deductible by the Employers for federal income tax
purposes. Parachute payments generally are payments equal to or exceeding
three times the base amount, which is defined to mean the recipient's average
annual compensation from the employer includable in the recipient's gross
income during the most recent five taxable years ending before the date on
which a change in control of the employer occurred. Recipients of parachute
payments are subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as compensation
expense for federal income tax purposes.
- 9 -
<PAGE>
STOCK OPTIONS
The Company did not grant any stock options to the named
executive officers during 1998.
The following table sets forth information concerning the value
of stock options held at December 31, 1998 by the named executive officers. Such
officers did not exercise any options during 1998.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Shares Unexercised In-The-Money
Acquired on Value Options Options
Name Exercise Realized at Fiscal Year-End at Fiscal Year-End (1)
---------------------------------- -----------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald C. Scott - - 17,192 68,769 $ - $ -
- ---------------------------------------------------------------------------------------------------------------------------------
Bruce A. Scott - - 17,192 68,769 $ - $ -
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) Calculated by determining the difference between the fair
market value of the Common Stock underlying the options at
December 31, 1998 ($13.00) and the exercise price of the
options ($17.1875).
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company's and Association's policies provide that all loans made
by the Association to the directors, officers and employees of the Company
and the Association are made in the ordinary course of business, are made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and do not involve more than the normal risk of collectibility or present
other unfavorable features. All such loans outstanding as of December 31,
1998 were made by the Association in the ordinary course of business and were
not made with favorable terms nor did they involve more than the normal risk
of collectibility. As of December 31, 1998, five of the directors and
executive officers of the Company had aggregate loan balances in excess of
$60,000, which amounted to $960,176 in the aggregate. The Company believes
that such loans do not involve more than the normal risk of collectibility.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the officers and directors,
and persons who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The Company knows of no person who owns 10% or more of the Company's
Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the
Company believes that during, and with respect to, 1998, the Company's
officers and directors complied in all respects with the reporting
requirements promulgated under Section 16(a) of the Exchange Act, except for
Mr. Glazer who was late in filing two reports on Form 4 and Mr. Zahn who was
late in filing a report on Form 5.
- 10 -
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is composed
entirely of non-employee members of GS Financial Corp.'s (the "Company") Board
of Directors (the "Board"). It is the responsibility of the Committee to review
and recommend to the Board for approval changes to the Company's executive
compensation policies and programs.
The goals of the Committee are to provide an executive
compensation program which allows for the recruitment, retention and motivation
of highly qualified executives whose positions are deemed to be key to the
Company's current and future success. The Committee attempts to achieve these
objectives through a combination of base salary, cash bonus awards, and awards
under the Company's 1997 Stock Option Plan and its 1997 Recognition and
Retention Plan and Trust.
BASE SALARY. The salaries of executive officers are reviewed
annually by the Committee and are established for individual executive officers
based on subjective evaluations of individual performance and the individual's
skills, experience and background. The Committee analyzes information from
several national executive compensation survey sources for comparison of
compensation paid by institutions in the Company's peer group.
CASH BONUS AWARDS. The Committee considers on an annual basis
whether to pay cash bonuses to the Company's employees, including the Company's
executive officers. The Committee places significant consideration on the
earnings and income of the Company in making its determination. The Committee's
objective is to ensure the Company will remain competitive in its compensation
practices and enable it to retain qualified executive officers. The awarding of
cash bonuses is determined in the sole discretion of the Board of Directors.
STOCK OPTIONS AND GRANTS UNDER THE COMPANY'S 1997 RECOGNITION
AND RETENTION PLAN AND TRUST ("RRP"). The granting of stock options and plan
share awards to directors, executive officers and other employees of the Company
are done so as a means of providing long-term incentive to those individuals.
The Committee believes that stock options and awards under the RRP encourage
increased performance and align the interest of those individuals with the
interests of the Company's shareholders. The stock options and plan share awards
under the RRP were granted in 1997. In 1998, the RRP was amended so that the
awards granted thereunder vest over a ten year period at a rate of 10% per year
from the date of grant rather than the initial vesting period of 5 years. The
vesting schedule, as amended, provides additional incentive to the Board and
management to remain with the Company long-term and actively participate in its
progress.
CHIEF EXECUTIVE OFFICER COMPENSATION. During 1998, Donald
C. Scott served as Chairman of the Board and Chief Executive Officer. Mr.
Scott is employed by the Company in such capacities pursuant to an employment
agreement with a current annual base salary of $128,760.00. Under the
provisions of the employment agreement, the term thereof may be, and has
been, extended by the Board of Directors for additional periods of one year.
Kenneth B. Caldcleugh
Stephen L. Cory
J. Scott Key
Dr. Mannie D. Paine, Jr.
- 11 -
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return relating to
the Common Stock since the Company's initial public offering of its Common Stock
on April 1, 1997 with (i) the cumulative total return on the stocks included in
the National Association of Securities Dealers, Inc. Automated Quotation
("Nasdaq") Stock Market Index (for United States companies), and (ii) the
cumulative return on the stocks in the SNL greater than $250M Thrift Index.
All of these cumulative returns are computed assuming the reinvestment of
dividends at the frequency with which dividends were paid during the
applicable period.
[THE PERFORMANCE GRAPH DEPICTS THE FOLLOWING:]
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------------------------------
INDEX 4/1/97 6/30/97 9/30/97 12/31/97 6/30/98 12/31/98
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GS Financial Corp. 100.00 114.95 122.98 158.30 127.18 99.68
NASDAQ - Total US 100.00 118.90 139.00 130.34 156.93 183.23
SNL greater than $250M Thrift Index 100.00 108.97 130.11 143.24 143.53 116.40
</TABLE>
- 12 -
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed LaPorte, Sehrt,
Romig & Hand, independent certified public accountants, to perform the audit of
the Company's financial statements for the year ending December 31, 1999, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting.
The Company has been advised by LaPorte, Sehrt, Romig & Hand that
neither that firm nor any of its associates has any relationship with the
Company or its subsidiaries other than the usual relationship that exists
between independent certified public accountants and clients. LaPorte, Sehrt,
Romig & Hand will have one or more representatives at the Annual Meeting who
will have an opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF LAPORTE, SEHRT, ROMIG & HAND AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1999.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April, 2000, must be received at
the principal executive offices of the Company, 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002, Attention: Lettie R. Moll, Corporate
Secretary, no later than November 24, 1999. If such proposal is in compliance
with all of the requirements of Rule 14a-8 under the Exchange Act, it will be
included in the proxy statement and set forth on the form of proxy issued for
such annual meeting of stockholders. It is urged that any such proposals be sent
certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article 9.D. of the Company's
Articles of Incorporation, which provides that the stockholder must give timely
notice thereof in writing to the Secretary of the Company. To be timely with
respect to the annual meeting of stockholders scheduled to be held in April
2000, a stockholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Company no later than February 27, 2000.
A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the proposal desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Company's books, of the stockholder proposing such business
and, to the extent known, any other stockholders known by such stockholder to be
supporting such proposal, (c) the class and number of shares of the Company's
capital stock which are beneficially owned by the stockholder on the date of
such stockholder notice and, to the extent known, by any other stockholders
known by such stockholder to be supporting such proposal on the date of such
stockholder notice, and (d) any financial interest of the stockholder in such
proposal (other than interests which all stockholders would have).
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1998 accompanies this Proxy Statement. Such annual report is
not part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 1998 required to be filed with the Commission under the Exchange Act.
Such written requests should be directed to Lettie R. Moll, Corporate Secretary,
GS Financial Corp., 3798 Veterans Memorial Boulevard, Metairie, Louisiana 70002.
The Form 10-K is not part of the proxy solicitation materials.
- 13 -
<PAGE>
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Donald C. Scott
Donald C. Scott
Chairman of the Board
Metairie, Louisiana
March 23, 1999
- 14 -
<PAGE>
FORM OF PROXY
REVOCABLE PROXY
GS FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GS
FINANCIAL CORP. FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 27, 1999 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints J. Scott Key, Bruce A. Scott and
Lettie R. Moll as proxies, each with power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of GS Financial Corp. (the "Company") held of record
by the undersigned on March 15, 1999 at the Annual Meeting of Shareholders to
be held at the Company's corporate headquarters located at 3798 Veterans
Memorial Boulevard, Metairie, Louisiana 70002, on Tuesday, April 27, 1999, at
10:00 a.m., Central Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2002:
Kenneth B. Caldcleugh, Bradford A. Glazer and Bruce A. Scott.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of LaPorte,
Sehrt, Romig & Hand as the Company's independent auditors for the year ending
December 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED ON REVERSE SIDE)
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF AUDITORS IN PROPOSAL 2 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated: ___________________ , 1999
-------------------------
-------------------------
Signatures
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS PROXY. WHEN
SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. WHEN SHARES ARE HELD
JOINTLY, ONLY ONE HOLDER NEED SIGN.
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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